Dyakonshop Country Manager Agreement

Definition

Confidential Information : any information which is disclosed by one party to the other pursuant to, or in connection with, this agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential), or which otherwise comes into the hands of one of the parties in relation to the Branded Business, the Franchisee's Business, the System, the Services or the Products, other than information which is already in the public domain (otherwise than as a result of a breach of any obligation of confidentiality).

Day: a period of 24 consecutive hours ending at 12.00 midnight IST time

Franchisee's Business: the Branded Business as carried on by the Franchisee under this agreement within the Territory.

Manual: the manual setting out the operations and procedures for running the Branded Business compiled by the Franchisor, as updated from time to time by the Franchisor, and as may be updated from time to time by the Franchisor

Background

• The Franchisor, due to research and practical business experience, has developed the Branded Business, which is carried on under the Trade Name, Dyakonshop.
• he Franchisor has built up a reputation and goodwill in the Branded Business, Trade Name, and Trademarks which are associated with high standards of service.
• The Franchisor is the exclusive owner inside the territory of all rights in the Branded Business, the Trade Name, and the Trademarks.
• The Franchisee wishes to acquire from the Franchisor the right and franchise to use the Trade Name and Trademarks and access to Dyakonshop back office to operate the Branded Business in accordance with the guideline given and in accordance with the terms of this agreement and under the requirements of applicable law.

General Terms

• The Franchisor will enable the Franchisee to operate a Dyakonshop franchise within the flowing territories.
• This exclusive right begins on the date (the Commencement Date on which the Franchisee is handed the access keys to the Dyakonshop back office. The exclusive rights vest for a period of …………………………………… months and is automatically renewable unless the Franchisor has acted in accordance with the requirements under 'Termination' below.
• The Franchisee earns revenue according to the signed Annex 1 applicable to that agreement.
• The payment starts after the Franchisee is handed the access keys to the Dyakonshop's back office.

The Franchisee will

• Operate the Franchisee's Business strictly in accordance with the License granted by Franchisor in relation to the Intellectual Property, in accordance with the Guideline provided by the Franchisor and theDyakonshop .com standard terms and conditions.
• Be responsible for compliance with all applicable legislation. The law relating to data protection has been extended and franchisors will need to take advice to ensure that they and their co-workers comply with it. Franchisors, particularly those who would like or need customer details, will have to pay close attention to this law. In addition, there are laws on e-commerce that have to be complied with.
• Be responsible for compliance with all laws and regulations within the Territory, including all transaction approvals in relation to the Franchisee's Business.
• Use its best endeavors to promote and extend the Franchisee's Business.
• Use its best endeavors at all times to promote and respect the fundamental purpose of Dyakonshop.com, which is to encourage and enable the use of the Dyakon taken (DYN).
• Not do anything that could in the sole opinion of the Franchisor bring the Branded Business into disrepute or damage the reputation of the Branded Business
• Not provide any information to the media about the Branded Business or the Franchisee's Business unless the Franchisor's prior written consent has been obtained.
• Attend training sessions, meetings, and seminars as directed by the Franchisor from time to time and within reason.
• Comply at all times with the provisions relating to anti-bribery and anti-corruption laws, AML/CFT laws, GDPR laws
• Acknowledge that this agreement is personal to the Franchisee and may not be transferred, without the prior written consent of the Franchisor. The Franchisor must provide written authorization for the Franchisee to use a Sub Franchisee. Subfranchisees are still required to pass the undertaking test.
• The Franchisee is required to maintain the record-keeping and reporting standards of the company. After the end of every month, the invoice should be granted to the Franchisee (till 5 th of the month following the sales)
• to be engaged in good customer service practices that repeatedly bring customers back.
• The Franchisee needs to maximize the available customer base by getting involved in local marketing programs. There is no obligation for Franchisee to spend a certain amount per year on marketing. However, it is the obligation of the franchisee to execute the franchisor's proactively pursued effective marketing programs and give feedback to the Franchise company to help improve future marketing programs.
• Obligation for Franchisee is to promote and extend the business while respecting the fundamental purposes of the Dyakonshop.
• The Franchisee has to follow strictly all AML/CFT guidelines and procedures and also KYC and all CDD procedures provided by the Franchisor.
• The course must be purchased and the exam taken and passed before applying for Franchisee.

The Frabchisor Owns

• A trademark, or trade name, and the goodwill associated with it.
• A business format - a system recorded in an operations manual, which contains elements, some of which are regarded by the franchisor as secret and confidential.
• In some cases, there will be formulae, secret recipes, specifications, design drawings, and operational documents. Copyright in some of the above items is granted in written form only and is capable of copyright protection.

The Franchisor is Obliged to

• Make available intellectual property assets and working platform - build the website with all applicable policies and procedures. This is called Initial services The general principle is that the franchisor's initial services (including training) should be sufficiently comprehensive to set up a previously inexperienced person in business so that he can work effectively, in accordance with the franchisor's system.
• Perform monitoring to help the Franchisee maintain standards and profitability. Field support including visits to the franchisee's training.
• Continuing update of methods and new innovations.
• Market research and development
• Make initial and ongoing training
• Promote the Franchisee in any suitable ways
• Share the personal info with the Franchisee for people in the franchise territory in accordance with data protection legislation
• Give guidelines for the usage of Dyakonshop branding, trademark and trade name as well as provide the basis of the operational aspects and the controls necessary to ensure the maintenance of standards.
• Provide system guidelines for CDD and AML/CFT and also KYC standards that Franchisee has to follow; risk assessment
• To build a good reputation for the businesses
• To provide the right to the Franchisee to operate with the Brand business under the trade name Dyakonshop.

Payments

• The Franchisor waives any initial fee for the initial granting of a franchise.
• In return for Franchisee's work to make QC quality control for the deals and respond to the customers and merchants in their native language, the Franchisee will be entitled to receive 7 % from the onboarding fee and 5 % from the flat sale fees paid by the merchant in the Franchisee’s territory. In addition, the Franchisee is entitled to a 35% referral bonus from the paid onboarding fee and a 15 % referral flat sale fee bonus if the merchant is introduced to the Franchisee as his direct referrer and pays the onboarding fee and sells. This referral bonus will be paid immediately every time when the merchant pays his/her onboarding fee( lifetime) in EUR for the onboarding fee and in Dyakon token for the flat sale fee. The onboarding % and flat sale fee % will be paid once per month after the provision of an invoice from the Franchisee. The flat sale fee % will be paid in Dyakon token through our affiliate partners.
• The payment starts after the moment when ( the Franchisee is handed the access keys to the Dyakonshop back office and is due on 10 th of every month,( after the working month) by the provision of an invoice by the Franchisee issued for the Franchiser.
• If any party fails to make any payment due to the other under this agreement by the due date for payment, then, without limiting the other party's remedies under this Agreement, the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank Plc's base rate. Such interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. In the event of referral commission payments, the Company reserves the right to create self-billing invoices. The Dyakonshop Country Managers are hereby agreed to. We work with a crypto payment affiliate that operates on the basis of reverse solicitation for European customers. Europeans approach the affiliate platform on their own initiative. In Europe, our affiliate payment partner does not market without the appropriate license.

Termination

• A Franchisee and Franchisor may terminate the franchise at any time after giving the other party one month's written notice.
• On termination of this agreement, the Franchisee shall immediately discontinue use of the Franchisor's back office and brand/trademark.
• The Franchisor reserves the right, and at its own discretion, to terminate a franchise with immediate effect and also to seek compensation for all the materials and non-material loss suffered. It may happen if the Franchisee shows:
  • Gross negligence.
  • Damage to the brand through reckless marketing.
  • Criminal activity or sanction.
  • Non-compliance with the requirements of the Franchisor.
  • Participation in any competitor's offering as regards crypto-currency
  • Insolvency.
  • Breach of confidentiality through the disclosure to a third part of Confidential Information.
  • Non-compliance with AML/CFT, GDPR, CDD requirements, and procedures provided by the Franchisor.
  • Usage of Dyakonshop for the activity which is different from what is created (for transfer of coins, purchase of coins, etc.).
  • Damage of the company/s image in any way
  • Lack of results ( there are no sufficient attracted merchants)
  • Others

Indemnities

The Franchisee indemnifies the Franchisor against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all others reasonable professional costs and expenses) suffered or incurred by Franchisor arising out of or in connection with:

• Any breach of the warranties contained in this Agreement.
• The Franchisee's breach or negligent performance or non-performance of this agreement.
• The enforcement of this agreement;
• Any claim made against the Franchisee for actual or alleged Infringement of a third party's intellectual property rights arising out of or in connection with a breach of this Agreement by the Franchisee;
• Any claim made against Franchisor by a third party arising out of or in connection with the Franchisee's breach of this Agreement, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by Franchisee, or its employees, agents or subcontractors, Any claim made against Franchisor by a third party for death, personal injury, or damage to property arising out of or in connection with the Franchisee's breach of this Agreement, to the extent that such breach is attributable to the acts or omissions of Franchisee, its employees, agents or subcontractors.

Dispute Resolution

• Severability. If any provision is unenforceable or invalid for any reason, the remaining provisions shall be unaffected by such a holding.
• Governing Law. This Agreement shall be construed according to and governed by the laws of Bulgaria
• Entire Agreement. This document correctly sets forth the rights, duties, and obligations of each Shareholder. Any modifications must be in writing and approved by voting of all Shareholders.